A global, highly technical economy requires increasingly higher literacy skills, yet large numbers of American children continue to struggle to become competent readers, resulting in high costs for health, unemployment and social services. The broad goal of this project is to help children improve reading and writing skills. The specific aims are to design, develop, test, and evaluate a low-cost, research-based, easy-to-use educational software program, Fluency Foundations, for use by large numbers of 7-12 year olds. This software is designed to improve phonological and morphological sensitivity, and develop a deeper understanding of word structure in order to increase comprehension and fluency in reading and writing. Fluency Foundations will lead emergent readers at their own pace systematically through advanced decoding, morphological word study, spelling conventions, word identification, new vocabulary, and activities that practice reading and writing with feedback. This team has produced the Read, Write & Type Learning System, (shown to improve decoding skills in first grade classes, English language learners, and at-risk students) and is currently 3roducing a major assessment program for Continuous Monitoring of Early Reading Skills (CMERS). Phase I aims are to design and prototype activities for learning four spelling rules, use the prototype to examine how second and third grade children use these activities, and evaluate how well students learn the rules. Feasibility has been shown in previous work. Software-based activities to build these more advanced skills will assist regular students as well as those struggling to read, and those learning English as a second language, and can help educators and parents fulfill our national aspirations toward a more literate, better employed, healthier, and more productive society.